CUSTOMER CREDIT APPLICATION FOR TRADE ACCOUNT CORP-FIN-CON-005 Standard Credit Terms and Application Form

Transcription

1 CUSTOMER CREDIT APPLICATION FOR TRADE ACCOUNT CORP-FIN-CON-005 Standard Credit Terms and Application Form Section 1 Applicant details Name (Company name / Partnership/Sole Trader) Trust Name (if a Trust) Trading as (registered business name) ABN and ACN ABN: ACN: Nature of Business Date of company registration / date business Street Address (not a PO Box) Postal Address (if different) Accounts Payable Contact Phone Number Fax Number (for invoices) Accounts Address (for invoices) State Partner, Sole Trader, Director or Trustee details (attach additional page if more than 3) Names of Directors (if company), Partnership or Sole Trader Residential address Post Code Date of birth Section 2 Credit limit required (please enter credit amount required based on maximum payment terms, anticipated order value and proposed payment terms) Credit amount requested: Requested Payment Terms: Rental Equipment New Equipment Project Services Used Equipment 1

2 Section 3 Details of trade references (provide details of other Suppliers for credit reference purposes) Company Contact details for Accounts Receivable Officer Name: Phone: Company Contact details for Accounts Receivable Officer Company Contact details for Accounts Receivable Officer Name: Phone: Name: Phone: Section 4 Acknowledgement and execution by the Credit Applicant Acknowledgement On behalf of the Credit Applicant as stated in Section 1, I / we hereby declare that: 1. The information provided in this application form is true and correct. 2. I have read EPSA s Commercial Credit Account Terms (as published on EPSA s website or otherwise made available to me and attached with this credit application) (referred to as EPSA s Terms of Credit). 3. I am not aware that the Credit Applicant has any unsatisfied defaults registered, unregistered defaults, pending judgments or orders which may impact this application of the Credit Applicant s ability to repay any credit offered by EPSA. 4. I am authorised on behalf of the Credit Applicant to enter into this agreement and accept EPSA s Terms of Credit. 5. I am authorised on behalf of the Credit Applicant to consent to EPSA making due enquiries in respect of the Credit Applicant and its owners, directors, partners as disclosed in this application for the purpose of assessing the credit worthiness of the Credit Applicant, I understand that EPSA may be required to collect and disclose personal information in making such enquiries in accordance with EPSA s Privacy Policy. Disclosure may include disclosure of personal information to credit reporting agencies nominated by EPSA from time to time. Therefore, the Credit Applicant agrees to be unconditionally bound by EPSA s Terms of Credit and acknowledges that all goods and services supplied by EPSA to the Credit Applicant are provided subject to EPSA s Terms of Credit. Signature Signed for and on behalf of the Credit Applicant Confirm name of Credit Applicant ABN / ACN (if applicable) Name of person(s) authorised to sign on behalf of Credit Applicant Person (1) Person (2) Signature of authorised person(s) Person (1) Date signed Person (2) 2

3 EPSA CREDIT DEPARTMENT INTERNAL USE Customer ID Terms Limit Approved 3

4 ENERGY POWER SYSTEMS AUSTRALIA COMMERCIAL CREDIT ACCOUNT TERMS 1. Credit terms operation These credit terms including any credit limits set by EPSA are effective from the date of approval by EPSA of the Customer s credit application and may be amended or superseded from time to time by notice given by EPSA by any means. Unless or except specifically excluded by these terms, EPSA and the Customer retain any rights and remedies available to them in any prior written agreement in respect of the sale of the Goods, Parts & Service and / or Rental of Equipment. In the absence of any prior written agreement or other agreement acknowledged in writing by EPSA to be the entire agreement between the Customer and EPSA in respect of the sale of the Goods, Parts & Service and / or Rental of Equipment EPSA s standard conditions of sale or rental (as relevant) as published on its website shall apply to EPSA s sale of the Goods, Parts & Service and / or supply of Rental Equipment to the Customer. 2. Customer acknowledgments and warranties In applying for credit with EPSA the Customer acknowledges that any Credit Facility granted following this application will be subject to these terms and condition of credit or as subsequently varied by EPSA at its discretion and notified to the Customer. The Customer further acknowledges and agrees that, if the Customer is granted credit facilities in respect of Goods, Parts & Services and /or Rental services, when applying these credit terms and conditions each is to be treated as a separate credit facility. The Customer warrants that the information disclosed on its credit application is true and correct and undertakes to ensure that EPSA is updated and advised in respect of any changes in that information in accordance with clause 8 of these credit terms. 3. Payment EPSA will invoice for payment of Goods, Parts & Service and / or Rental Equipment supplied by EPSA in accordance with the applicable Supply Terms. The Customer must pay each invoice issued by EPSA within from the date of EPSA invoice unless alternative terms are agreed upon by EPSA in writing specific to the Goods, Parts & Service or Rental as the case may be in each instance. Payment must be made without deduction or setoff. Any amount not paid by the due date will incur interest at the rate stated in the Supply Terms or if no rate is stated at a rate 5% above the Reserve Bank of Australia Cash Rate calculated daily and compounded monthly but in no circumstances will the interest charged exceed 20% per annum. 4. Credit limit Any credit limit approved by EPSA and advised to the Customer must not be exceeded. EPSA periodically reviews its credit limits. The Customer agrees that EPSA may review and revise the Customer s credit limit at any time. EPSA may reduce or increase the Customer s credit limit at the Customer s request. EPSA may also reduce the Customer s credit limit without request, but EPSA will not reduce the Customer s credit limit below the outstanding balance on the account at the time of the reduction without prior communication with the Customer. 5. Collection of debts and security EPSA reserves the right to pursue collection of outstanding amounts. Related costs including but not limited to external collection agent fees, legal and court costs may be added to the outstanding amount owed under the credit facility. EPSA may at any time set off amount owed by EPSA to the Customer from the amounts owed by the Customer to EPSA. EPSA will apply payment against the outstanding amount in the order in which they were incurred. As security for amounts due to EPSA from time to time, the Customer charges all of its legal and equitable interest (both present and future) of whatsoever nature held in any and all Real Property to EPSA. The Customer agrees on request by EPSA to execute any documents and do all things reasonable required by EPSA to perfect the charge given in this clause including registering a mortgage security over any Real Property. The Customer appoints EPSA to be the Customer s lawful attorney for the purposes of executing and registering such document and taking all steps in that regard. The Customer consents unconditionally to EPSA lodging a caveat or caveats noting its interest in Real Property. A statement in writing signed by an authorised office of EPSA setting out the moneys due or owing to EPSA at the date of the statement shall be sufficient evidence of the amount so due or owing until the contrary is proven. 6. Indemnity The Customer indemnifies and holds harmless EPSA and its officers, employees and agents from and against all actions, claims, proceedings or demands which may be brought or made against it or them or any of them in respect of any loss, injury or damage arising out of any breach of these credit terms and conditions by the Customer or any negligent act or omission by the Customer and from and against all damages, costs and expenses incurred in defending or settling any action, claim, proceeding or demand arising from such breach, act or omission. 4

5 7. Collection and use of personal information In providing any commercial credit facility to the Customer EPSA may collect, hold, use and disclose personal information, including credit related personal information, in accordance with EPSA s Privacy Policy available on our website: EPSA s privacy policy sets out how EPSA complies with the Privacy Act and the Australian Privacy Principles and where applicable the Credit Reporting Code. The accepts and acknowledges that the individuals about whom EPSA may need to collect and handle personal information may include the Customer (where the Customer is an individual) or a Customer s directors, partners, proprietors, guarantors or other individuals relevant to the Customer s credit application. EPSA required personal information about relevant individuals for the purpose set out in EPSA s Privacy Policy including the purposes of assessing applications for commercial credit or whether to accept a relevant individual as guarantor. EPSA may collect a relevant individual s personal information from or disclose personal information to another credit provider for the purpose of EPSA or the other credit provider assessing the Customer s application for credit, assisting the Customer in avoiding defaulting and assessing whether to accept an individual as a guarantor. EPSA may also disclose relevant individual s personal information to third parties set out in EPSA s Privacy Policy or otherwise authorised by the relevant individual or law. The Customer acknowledges and agrees that if a relevant individual does not provide the personal information as requested that EPSA may not be able to consider any application for commercial credit, provide credit facilities to the Customer or otherwise provide related Goods, Parts & Service or Rental. 8. Changes in Customer information The Customer must advise EPSA in writing of the occurrence of any Insolvency Event, any change in its name, ownership or control, or any step being taken to sell an asset or assets (separately or together having a value being greater than 20% in value of its gross assets) as soon as practicable and not later than within two business days of such event, change or step occurring. The Customer acknowledges that, despite any such event, change or step the Customer remains liable to pay the price for all Goods or Services supplied. 9. Retention of title EPSA retain legal and equitable title in all Rental Equipment. EPSA retains legal and equitable title in any Goods supplied to the Customer pursuant to Supply Terms until payment in full for or in connection with the supply of the relevant Goods has been received by EPSA. Notwithstanding that title in the Goods remains with EPSA until payment has been received in full, the Customer may sell such goods or use the Goods in a manufacturing or construction process in the ordinary course of the Customer s business. As between the Customer and any end-purchaser of the Goods, the Customer sells as principal and not as agent of EPSA. The proceeds of sale of each item of Goods must be held by the Customer in a separate fund on trust for EPSA and the Customer is under a duty to account to EPSA for such proceeds. The creation of or any failure of any such trust shall not in any way limit the obligation of the Customer to pay an amount to EPSA for the Goods supplied. Until Goods are sole or used in a manufacturing or construction process, the Customer must keep the Goods safe and free from deterioration, destruction, loss or harm, clearly designate the Goods as the property of EPSA, store them in such a way they are clearly identified as the property of EPSA and keep full and complete records, firstly, of the physical location of the Goods and, secondly the ownership of the Goods by EPSA. EPSA is irrevocably entitled at any time and from time to time before sale of any item of Goods by the Customer to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods any of its rights whether those rights are as owner and/or unpaid seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, EPSA and its agents are irrevocably authorised by the Customer to enter any of the Customer s premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by EPSA and to indemnify EPSA and its agents for any liability arising from any entry upon such third parties premises or vehicles. EPSA and its agents agree to take all reasonable care in removing the Goods from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any damage or injury to such premises caused by the removal of the Goods. Unless otherwise expressly agreed in writing between EPSA and the Customer risk in relation to any Goods passes to the Customer on delivery of the Goods. If EPSA has expressly agreed to ship the Goods, risk in the Goods passes immediately on delivery of the Goods to the Customer s designated place of delivery by EPSA or its agent. 10. PPSA The retention of title arrangement described in clause 9 constitutes the grant of a purchase money security interest by the Customer in favour of EPSA in respect of all present and after acquired Goods supplied to the Customer by EPSA. The Customer must immediately, if requested by EPSA, sign any documents, provide all necessary information and do anything else required by EPSA to 5

6 ensure that EPSA s purchase money security interest is a perfected security interest. The Customer will not enter into any security agreement that permits any other person to have or to register any security interest in respect of the Goods or any proceeds from the sale of the Goods until EPSA has perfected its purchase money security interest. For any Goods supplied that are not goods that are used predominately for personal, domestic or household purposes, the parties agree to contract out of the application of ss 95, 118, 121(4), 130, 132(4),135, 142 or 143 of the PPSA in relation to the Goods. The Customer hereby waives any rights the Customer may otherwise have to: (i) receive any notices the Customer would otherwise be entitled to receive under ss 95, 118, 121, 130, 132 or 135; (ii) apply to a Court for an order concerning the removal of an accession under section 97; (iii) object to a proposal of the Customer to purchase or retain any collateral under ss 130 and 135; (iv) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest EPSA may have in Goods supplied to the Customer from time to time. 11. Guarantee The Customer acknowledges that the Customer will receive a valuable commercial benefit as a result of EPSA facilitating the extension of credit terms to the Customer. The Customer guarantees to EPSA that the Customer will pay all amounts payable to EPSA from time to time for the supply of Goods or Services to the Customer when they are due including interest and taxes. The Customer s guarantee continues until all these amounts have been paid in full. The Customer must pay EPSA for its reasonable costs in administering (including enforcing or taking any other action in connection with its rights) this guarantee. The Customer remains liable to EPSA under this guarantee and the Customer s obligations under this guarantee will not be affected by any refusal by EPSA to provide further credit to the Customer or a variation in EPSA s Supply Terms between EPSA and Customer. EPSA may at any time release or discharge the Customer from this guarantee and give time for payment, accept any composition from or make any other arrangements with the Customer without releasing or discharging any other guarantor or otherwise prejudicing or affecting EPSA rights and remedies against the Customer. As long as this guarantee remains in existence the Customer may not, without EPSA s consent, reduce the Customer s liability under this guarantee by claiming that the Customer or any other person has a right of set-off or counterclaim against EPSA. Where the Customer is a partnership no change in the constitution of the partnership shall affect, impair or discharge the liability of the Customer under this guarantee and indemnity whether past, present or future notwithstanding the and / or provisions of any legislation or any other similar enactment in amendment, modification or substitution regulating partnerships. A statement in writing signed by an authorised officer of EPSA, setting out the moneys due or owing to EPSA at the date of the statement shall be sufficient evidence of the amount so due or owing until the contrary is proven. If the Customer enters into this guarantee as a trustee of any trust, then the following provisions shall apply: (i) the Customer shall be personally liable for the performance of all obligations and undertakings under this guarantee; (ii) the Customer warrants that the Customer has full, complete and valid authority pursuant to the trust to enter into this guarantee (iii) notwithstanding that there is no reference to a specific trust EPSA s rights of recourse shall extend to both the Customer s assets personally and the assets of the trust (iv) the Customer undertakes to EPSA that the Customer s rights of indemnity against the trust assets have not been excluded by the provisions of the trust or by any breach of trust or otherwise and that the Customer will not release or otherwise prejudice such rights of indemnity. The Customer s obligation to pay to EPSA the amounts referred to under this document is a primary obligation and EPSA is not obliged to proceed against or enforce any security or other right against the Customer or demand payment from the Customer before those amounts become due for payment. Unless otherwise expressly agreed in writing by EPSA, as a condition to EPSA giving credit to the Customer the Customer must procure that its directors, proprietors, partners complete and sign a personal guarantee and indemnity deed in favour of EPSA in the form approved by EPSA as attached to the Credit Application. 12. Definitions & interpretation Customer EPSA Supply Terms Goods, Parts & Services means the party apply for credit. means Energy Power Systems Australia Pty Ltd () means any terms and condition of quotation, supply, however described notified by EPSA to the Customer (whether on an invoice, quote, through EPSA s website, docket or otherwise) or written supply agreement duly executed by EPSA and intended to be entire and finally binding upon EPSA as to its subject matter. means as the context requires, in the case of Goods - any goods, equipment, plant or other items supplied by EPSA to the 6

7 Rental Equipment Insolvency Event Real Property PPSA Credit Terms Customer ; in the case of Parts & Services any parts or items of spares, consumables or rotables together with repair or maintenance services supplied by EPSA to the Customer; and in the case of Rental Equipment any goods, equipment, plant or other items hired by EPSA to the Customer. means, for the Customer, as applicable, being in liquidation or provisional liquidation, bankruptcy or under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Customer or any of the Customer s property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay the Customer s debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer s own affairs for any reason, taking any step that could result in the Company becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Customer s members or creditors, or any analogous event. means all real property interest held by the Customer nor or in the future. means the Personal Property Securities Act 2009 and the terms accession, collateral, financing statement, financing change statement, security agreement, security interest, perfected security interest and verification statement have the meanings given to them under, or in the context of the PPSA. References to sections in clause 10 are to sections of the PPSA means these Commercial Credit Account Terms Singular words include the plural and vice versa. A mention of anything after include, includes or including, does not limit what else might be included 7